The Corruption
by BanterHorse
Summary: The first part of a She-Venom series. When the Venom symbiote is seemingly destroyed in a fire, Peter Parker thought he could finally lay this villain to rest. But fate and malice have conspired to breed the cruelest nightmare imaginable for the wall crawling super hero. And now when evil wears the face of a loved one, Peter will soon realize his troubles have only begun.
1. Prologue

**Prologue**

Hello, my name is Peter Parker, and I think I am about to die. You are probably saying; "Who can beat the Amazing Spiderman?" There is a whole list of baddies who would like nothing better than to punch my ticket and send me to an early grave. It's a wonder I lived long enough to finish High School.

But then I had always had something to come back to, something that made me go above and beyond my limits to return to. My family. My friends. Mary Jane Watson. But for the latter, at this moment, life has taken a cruel turn.

Even now as I stare up at what used to be, _is, _should be the love of my life, the light in my darkness, I cannot give up that thin glimmer of hope that everything can go back to the way it was, or that this is some terrible dream.

**"****Face it Tiger, you are fucked!" **Venom hisses, her tongue lolling out between sharp needle-like fangs, oozing dark green saliva. You see there? That's part of her talking to me, even if she is completely bonkers at the moment. Don't think I am making light of this situation, I am screwed up emotionally over this fucking disaster. My heart has been dashed into pieces, and it's all I can do not to just fall apart and allow my girlfriend turned monster to rip my head off. But I cannot stop now, not while hope still remains in saving her.

"I don't want to hurt you MJ, but I cannot let you go through with this!" I shoot back. A futile gesture, Venom has gotten her blood up, and it would take more than words to bring it down.

**"****Boldly stated Peter, but there is nothing you can do to hurt us more than we already have been. GET READY!"**

In that moment, as we lay our cards on the table, I think back to how this all began. Five months ago when this entire mess started. Back when Mary Jane was still human. And Venom was bonded to someone else... if only I had seen it coming.


	2. Eviction Notice

I do not own Spider-Man, Marvel does, who is in turn owned by Disney, who is owned by Satan.

**Eviction Notice (Five months ago)**

It was the early evening in New York, light from millions of sources illuminated Manhattan in lieu of the setting sun. This was a city that knew no respite, night called out some of the worst elements of humanity onto the streets to prey upon the innocent and ply their vices with near impunity. But even worse things haunted the night.

Venom was on the rampage once again. And again it fell to the Friendly Neighborhood Spider-Man to take care of the chaos. Of all the super villains that have terrorized New York, Venom was one of the most dangerous Peter had ever come across. Empowered with super-human strength far surpassing Spider-Man's and a host of other terrible powers, Venom was a force to be reckoned with.

It had all begun after Peter had finished negotiating through a typical day of College, taking quality shots of himself while he strung up hapless robbers for J. Jonah. Jameson to slander his alter-ego with, and just before Mary Jane's theater auditions which he had promised to attend. That is until his police scanner picked up traffic concerning big, black, and ugly being up to his usual nasty self.

_'I'm such a terrible friend,' _Peter thought as he swung over the busy streets. The sun was setting and it would be dark soon. He knew that no matter how this encounter with Venom played out, he was going to miss Mary Jane's audition, heck he would be lucky to get out of this with only a few injuries.

As he closed in on Venom's last known location he scanned the surrounding area for any trace of him. Venom was particularly dangerous for his ability to circumvent the Spider-Sense, a form of ESP that came with the mutant spider induced package that turned him into Spider-Man. Therefore he had to rely on his eyes, skill, and mettle in order to find and defeat him.

Perching on top of a tall building he patched in on the NYPD channels, it did not take long before he struck gold. _'...Repeat, suspect is still inside the Oscorp Biochem construction site. Establish perimeter and await further instructions.' _Said a gruff male voice. "Gotcha," whispered Spider-Man, smiling beneath the mask.

* * *

Venom stalked the construction site like a maggot crawling over the bones of a carcass, while the area had been surrounded by NYPD, he was not at all troubled by that fact. It would take next to no effort to escape from their pitiful tactics. He had no intention of leaving in the first place, he had went through a good deal of trouble leading up to this moment. He was going to take the Spider out once and for all.

Eddie Brock, the current host of the symbiote that had come to Earth almost two years ago, hated Peter Parker. He was once a promising reporter, but his life took a turn when he was diagnosed with adrenal cancer. With the prospect of having months left to live, he wanted to make a big story before the cancer ate him alive. He had thought he hit the jackpot when he had been accidentally contacted by Emil Gregg, who claimed to be the notorious serial killer, Sin-Eater, this lead him to eventually write an exclusive article that revealed Gregg as Sin-Eater. That all ended when Spider-Man revealed the Sin-Eater's true identity, turning him into a laughingstock of New York and utterly destroying his credibility.

From that point onward his life had been at rock bottom, reduced to writing spiteful drivel for a tabloid. He had come to blame Spider-Man for the empty shell his life had become.

Overwhelmed by shame and his impending death, Eddie had decided to commit suicide. Coming to his favorite church to ask forgiveness from God for the ultimate sin against himself, he had instead found the Symbiote.

Upon bonding with the alien organism, Brock quickly found he had been endowed with superhuman strength, and all the powers of Spider-Man. Through the bond with the alien Brock had come to learn a great deal about Spider-Man, including the hero's secret identity. Peter Parker.

Back to the present, Venom was waiting for his spandex clad nemesis to show up. Impatience reared it's head inside his twisted mind, he had expected Parker to have shown up by now. A sudden change in the air pressure alerted Venom too late, and as he turned to face the intruder, he caught a powerful punch to the face.

Venom was knocked off from his hiding place on the third level, colliding into and denting a steel girder before crashing into a small bulldozer. Spider-Man was whooping inside, it was immensely satisfying to get the drop on Venom for a change. He jumped nimbly onto another beam as the bulldozer crashed into his previous location, thrown by the irate Venom. "You missed me!"

**"****We are going to crush you!" **Venom roared as the deranged mutant vaulted high into the air and landed two beams away from Spider-Man. Despite his brutish size, Venom was disturbingly fast and agile, it quickly became a game of cat and mouse. Peter dodged a vicious slash from Venom's claws before striking low into the beast's gut in retaliation. He weaved to the right as Venom lashed out with a kick, he quickly grabbed the extended leg and threw Venom with a sideways toss with all his might. Peter was feeling pretty good about himself until a black gooey strand of web latched onto his shoulder, pulling him off his feet and into the air after his opponent.

Peter hit the ground hard with a strained cry, on instinct he rolled to the side just as a fist the size of his head struck the area he had vacated with enough force to shake the earth. As he tried to get to his feet, he felt Venom's claws rake into his back making him shout in agony.

**"****YOU DIE TODAY!" **Venom screeched, shoulder tackling Spider-Man and sprinting towards a concrete pillar, aiming to crush the crime-fighter against it. Banishing the pain from his awareness, Peter acted quickly, he fired multiple strands of web behind Venom, all of them finding purchase on the chassis of a large excavator. Holding on for dear life, Venom's momentum slowed down, halting just before the pillar as the webs reached full tension. "Going my way?" smirked Peter.

Venom howled as both him and Peter were propelled halfway across the construction site. Peter reoriented midflight, planting his feet on Venom's abdomen, seconds later Venom's body struck the excavator's engine block, causing the heavy construction vehicle to sway to one side before coming to rest. Peter immediately jumped back up on Venom who was partially embedded into the excavator's body. Drawing upon the anger this freak had caused him by forcing him to miss MJ's audition, Peter pummeled Venom's body deeper into the engine block, delivering full force punches to the chest, gut, and face. This bastard had ruined his evening.

The beating was cut short when Venom's hand lashed out and caught Spider-Man's next punch, then used his other to spray his web into Peter's masked face, blinding him. Venom lifted Spider-Man over his shoulder and slammed him forcefully on top of the excavator's abused body, the impact forced the air from Peter's lungs.

Venom gave him no respite, as he was immediately on top of him, pinning his arms to the metal body. Peter's desperation turned into full blown panic, when Venom opened his jaws wide, and leaned down towards his face. Spider-Man grabbed Venom's head, trying to keep the snapping maw from devouring his face, but Venom being the stronger of the two was steadily getting closer to his goal. As Venom snapped mere inches away from his face, Peter was running out of options. Wildly he shot his hand out towards the twisted mess caused by Venom's initial impact, and immediately grasped something.

Without hesitation he ripped it out and forced the twisted piece of metal into Venom's descending mouth. Taking advantage of his surprise, Spider-Man punched Venom hard in the jaw, disorientating the creature, allowing Peter to tuck his legs between them and kick the beast off of him. Venom flew right into driver's cab, shattering glass, and tangling himself in the reinforced frame, Spider-Man felt this would be a good time to disengage.

Venom tore apart the cab with a feral scream, venting his rage into the sky. Snarling he bounded off of the wrecked excavator and scanned the area, looking for the spandex wearing asshole that had been making a fool out of him. Hatred and murderlust swelled within him, sating the appetite of the symbiote, in response Venom's muscles bulged even larger. _'MUST... EAT... ENEMY!'_

Spider-Man was taking cover in the basement level, running through his options. Venom would only get stronger the longer this fight went on, at full power Venom was easily on par with Juggernaut in terms of raw physical strength, at that point Peter would be forced to call on the Avengers to bring the psycho down. Fucking brilliant.

Peter cringed as pain from his wounded back flared up. This was in addition to his bruised ribs, caused from Venom's attempt to shoulder check him into the pillar. He had to end this fight.

Venom had two primary weaknesses, the first was sonic vibrations. It was how Peter had first separated from the creature back when he had been the unwitting host to the alien. The second was fire, all creatures had an aversion to being burned and symbiotes were apparently no exception. Peter eyed the room he had entered with a smile, gazing upon the series of red and green canisters chained to the wall. _That will do._

A loud crash reported the 50 metric ton excavator being hurled into the defenseless unfinished building. It's massive hulk crushed and twisted the frame and support beams, causing a large portion of the front face of the building to collapse.

**"****Coward! You will not evade us forever!" **Venom bellowed. Feeding off of Eddie Brock's rising frustration and boiling rage, the symbiote had swelled Venom's frame to twice his original size, from his vantage point Spider-Man could almost feel Venom's anger, and knew that if Venom got his hands on him, he would kill him. Easily.

Luckily Venom's tantrum had risen a large cloud of dust which allowed Spider-Man to carry out the first part of his plan undetected. Now onto the second part.

"Over here cupcake!" Spider-Man announced as he snapped off a web ball into Venom's head before swinging down behind the monster, "We aren't done yet."

**"****We agree at last," **Venom hissed darkly in response. Venom attacked with lightning speed, first launching a barrage of hardened symbiote matter at Spider-Man while charging into his line of escape. But Spider-Man had already preempted this action. With perfect timing Peter shot two strands of web into a metal drum can, jerking it towards him and into Venom who was staggered for a split second, enough time for Spider-Man to leap over his shoulders and sprint towards the western side of the building.

Timing was crucial here, in a straight run Venom was a freight train, and on all fours, much faster than Parker and nearly unstoppable. Nearly. "Alright Brock, time to face the music."

Spider-Man shot a web line into the pavement beside him, the moment it drew taut he used it to arrest his sprint and reverse his momentum while executing a forward flip over Venom as he barreled under him. Spider-Man shot another line at Venom's back and grabbed hold of it with both hands as his feet touched, and adhered to the concrete ground. With a herculean pull Peter jerked Venom off his feet and onto his back. Peter quickly moved onto the next phase, he shot two lines at a stack of metal pipes that had been pre-positioned on the edge of the roof and pulled them down.

Over thirty lengths of pipe rained down on and around Venom, creating a storm of noise that vibrated the air. Venom was instantly affected. Venom clutched his head with both hands and screamed in agony, his frame distorting as the symbiote's hold on it's host became disrupted. Pressing the advantage Spider-Man grasped two lengths of pipe in each hand and smashed them together with great force, producing a loud clear note that furthered Venom's torment.

Utilizing his super-human strength Peter drove one of his pipes directly into the pavement and replaced it, and battered Venom with another clang. Parker maintained his sound based assault, keeping Venom disoriented as he surrounded the creature with pipes driven into the ground. Taking the last pipe Peter made a run around the improvised cage, striking the bars as he went. The symbiote driven deranged by the sonic vibrations, lost it's hold over Eddie Brock.

The Venom suit opened up like a twisted blossom, revealing a blonde man in plain street clothes trapped within, acting quickly Peter shot web lines into Eddie's unconscious form and pulled. He tore Brock from the symbiote, leaving the creature solitary and vulnerable within the sound cage. It was time for the final curtain.

Placed around the area were green and red canisters taken from the sub-level, they were tanks used for storing oxygen and acetylene used by the workers for welding and cutting jobs on the construction site. Individually they were highly flammable, mixed together they were even worse.

Peter had thought through his present course thoroughly before hand. He had bonded to this creature, he had been it's first host. He recognized the symbiote as a sentient being, but he also knew it as a parasitic organism that nearly ruined him as a human being, and part of him missed the feelings that it had provoked in him. Which was exactly why this had to be done.

Spider-Man web lined the canisters towards him, cracking open the valves and tossing them into the creature's writhing mass. He kept it disoriented with another loud report of metal striking metal, until three red and five green canisters were tangled within the black mass of the symbiote. Finally Peter took a flare he had pilfered from a toolbox and snapped it, casting a brilliant red glare over the clearly suffering creature. Holding Brock in one arm he took one last look at the symbiote. "I am sorry." he said. He threw the flare in.

Peter jumped into cover behind a piece of rubble as the gasses ignited. The symbiote gave one last pitiful cry as the fires were sucked into the canisters and they exploded in a rippling detonation, creating an enormous fireball and shockwave that consumed everything in the immediate area with bright flames and foul black carbon smoke.

Peering over the edge of his now blackened cover, Peter could only barely make out the twisted remains of the sound cage through the thick smoke, nothing stood in the center. The symbiote was nowhere to be seen. Taking Brock's unconscious body over his shoulder, Peter turned around and left the ruins of the construction site behind.

* * *

**A/N: And that is the first chapter! Reviews are welcome and so is constructive criticism, this is my first ever Fanfic and your commentary can only improve the story. (P.S. I kinda stole Peter's finishing strategy with Venom from Spider-Man 3.)**


	3. Ensnared

The symbiote was in pain, terrible pain. The explosion had claimed most of it's essence, propelling a smoking black piece into the sky and out of the construction site, it had landed on the roof of a yellow cab, it was too wounded and weak to do more than stick to the surface of the moving vehicle as it drove into downtown Manhattan.

* * *

(Paxton Theater, downtown Manhattan)

Disappointment. It was the first feeling that came to mind when she stared at the empty seat in the front row, the name Peter Parker hung on it's back rest. Mary Jane Watson had grown used to this side of her _friend_, it had been going on for years now. _'So much for keeping promises.' _she thought nastily.

She was a young woman the fresh age of 20, her brilliant fiery red hair spilled down past her shoulder blades, her fair skin was unblemished save for the faint freckles scattered over her nose and the top of her cheeks. Her large expressive eyes were the color of polished jade, and were shuttered by thick eyelashes. She was, by every sense of the word; beautiful.

Mary Jane was an aspiring actress, she had been trying for over a year to get her career off the ground with little luck. She picked up work where she could find it, currently she worked as a waitress in a diner to keep herself and her dreams afloat. But these days it felt like she was throwing herself against a brick wall, and Peter's conspicuous absence did not instill her with the confidence she desperately needed tonight.

"Miss Watson, you are on," the stage manager announced, breaking her from her thoughts. Looking one last time at Peter's empty seat, Mary Jane steeled her resolve and walked center stage. In her hands she held a sample script drawn from Macbeth, her character was Lady Macbeth, she frowned. Mary Jane had a particular dislike of this character, she seemed to personify every negative aspect of the female sex, to the extent that she was more of a masculine persona than feminine one. Nevertheless she attempted to get in character, imagining that she was planning to murder Peter instead of King Duncan.

It was scene five of the first act, Lady Macbeth's first appearance in the story, where she learns in a letter from her husband that three witches have prophesied his future as King. And from there when King Duncan comes in as an overnight guest, Lady Macbitch jumps on the opportunity to effect his murder.

While she did not like the character, she put everything she was worth into the performance.

By venting her current animosity for her best friend, her desire for prestige, and her bitterness at her troubling place in life into the part; Mary Jane had little idea of how wonderfully she was playing into the cold, haughty, calculating personality of Lady Macbeth. It was a truly fantastic acting performance. After she finished she looked up and was quite pleased to see that her performance had a positive effect on the director and a number of the other actors, for the first time in a long time she allowed hope to fill her heart.

* * *

Mary Jane now stood in front of the producer's office. The director had told her that Nelson Wainwright had asked for her personally to come up to his office. She was nervous and excited all at the same time. Recognition at last! She had been waiting for this moment ever since she had left High School. It was a dream come true.

Knocking softly on the door, she heard a stiff, "Come in!"

Opening the door she walked into a tidy oak-paneled office. The walls were covered with framed photographs and newspaper clippings, capturing moments in the theater's relatively long history, a few famous actors and actresses also counted among their number; Mary Jane idly fantasized about the day her face would join them.

Sitting behind a mahogany desk was Mr. Wainwright himself, a man well past middle age, evidenced by his greying hair and the deep creases lining his thin features. He wore an expensive tailored suit, black with a white collared shirt and a red tie. His eyes were fixed on her, something about the way he looked at her put Mary Jane on edge. "You asked to see me?" she asked.

"I did," Nelson stated standing up from his chair, walking around the desk to stand in front of her. Mary Jane took an unconscious step back. "I wanted to talk about you."

Mary Jane nodded once, wondering where he was going with this. It obviously had something to do about casting for the play. She allowed some of her previous excitement to return to her. Nelson gestured to the brown leather couch backed against the wall for her to sit. Mary Jane did so, surprised at how soft the thing was.

"I saw your performance, you have great talent for such a young age," he said to her softly, a charming expression on his face. Her earlier sense of forboding forgotten, Mary Jane beamed at the praise, it had been a while since anyone other than Peter had stroked her ego.

"Thank you! I- I have practiced... a lot," she said flustered by the positive attention.

"It shows," Nelson smiled. But the way he did set Mary Jane on guard again, there was something very off about that smile. She shrugged the feeling off, she was fine.

"It is uncommon to find an actress who is gifted both with such skill and beauty," he said taking the seat next to her, his arm extended to rest on top of the cushion Mary Jane was resting against. She shifted uncomfortably at his close proximity. A heavy weight settled in her stomach, and she was suddenly very nervous.

"Th- thank you Mr. Wainwright. So does that mean I am going to be part of the cast?" she asked, her tone wavering slightly. She hoped her suspicions were dead wrong.

"I haven't decided yet," he replied, his tone sent shivers down her spine. Red flags were going up in her mind, all of them telling her to leave now. But she was rooted to the spot, she silently prayed to God that this was a misunderstanding on her part.

"Then why did you call me up here if you haven't decided on anything?" she asked.

"There is another actress I have in mind for the part, you are both so well suited to the role it's hard to decide, it's a very troublesome problem," Nelson answered, his arm slid off the back cushion and onto Mary Jane's shoulders, worry quickly turned to panic, her face paled several shades.

"You see, this theater is going to be receiving a lot of talent scouts on the day of debut, I see you have what it takes to become a truly marvelous performer in the future, and I can help you get there. But again the same can be said of the 'other' actress," his left hand slid onto her knee, bunching up the fabric of her skirt as his hand brushed ever so slightly up her thigh.

"The question is this Miss Watson," he said, his breath tickling her ear, "What can you offer me that would convince me you are the one for this job?"

Panic turned into absolute horror and disgust. He wanted her to have sex with him, in exchange for a part on the cast. Her flesh went as cold as the grave.

Mary Jane could honestly say she had never felt so worthless, so used before in her life. He had taken her hopes and dreams and attached the price of her dignity to it. All of his previous compliments were like poison to her soul, she suddenly felt like she had no appreciable qualities whatsoever, that she would never amount to anything more than a failure.

Then a new feeling came to her. Outrage. She was Mary Jane Watson! A woman of worth and quality! How dare this... this piece of trash feel her up like a cheap whore!? Her pride as a member of the fairer sex had been taken. And now there was only one way to take it back.

"Get your filthy paws off of me!" She spat, shoving Nelson away and standing up off the couch, she turned around a glared down at him, her eyes narrowed in disgust. "You lying piece of shit! How dare you... you miserable fucking bastard!" Mary Jane shouted, tears of rage forming around the corners of her emerald eyes.

"Look, MJ..." Nelson said standing up. Mary Jane slapped him in the face with every ounce of her strength, enough force to send him tumbling back onto the couch. Her hand stung painfully, but she did not let it show, the feeling of renewed dignity was worth it.

"You don't get to call me that. _Ever." _The redhead seethed. Mary Jane turned on her heel and left the office, slamming the door behind her.

* * *

Still livid with anger, Mary Jane left the theater. What made her even more pissed off was when she had learned that the part she had been offered by the despicable bastard of a producer, had been given to his niece before she had been called to his office. _That disgusting pig..._ Mary Jane was now even more glad that she had slapped him.

Standing on the edge of the sidewalk, Mary Jane waited for a taxi available for hire to come her way. It was times like this, she really, really hated not having a car. She refused to walk back to her apartment, the last time she tried that she had nearly been raped and mugged, it was only the timely intervention of Spider-Man that had prevented both from happening.

Finally a taxi pulled up in front of her, she opened the back passenger door and tossed her back in. she was still so angry she did not notice the bizarre black splotch that clung to the roof of the cab, inching closer to her.

She stepped into the vehicle. The injured symbiote creeped over the top of the frame and slipped inside the cab before she slammed the door shut. Mary Jane gave the directions to her home to the driver, oblivious to the life-changing menace that had dropped from the ceiling into her open bag. Her thoughts were still focused on her own pain, and how much she would like to see Nelson Wainwright suffer.

Mary Jane walked into her apartment with a tired gait, tossing her bag and it's gooey stowaway onto an overstuffed couch against the wall. The audition had all been a total bust, all that hard work, hours of practicing in front of the mirror to make sure everything was perfect, and the producer's niece swings in not only to steal the part but her sexist bastard of an uncle manages to diminish the dignity of stage acting as well. Mary Jane had lost gigs before, but this one left her particularly bitter, the unfairness, lies, and blatant abuse of power had stung her deeply and left feelings of outrage and betrayal stewing within her heart.

Walking into the kitchenette at the end of her apartment, she leaned against the fridge, a destructive thought entered her mind, telling her she should try eating away her troubles. _Fuck that. _Fuming silently she felt her cellphone vibrate in her coat pocket. Taking it out she looked at the caller ID with a deepening frown. Peter Parker (646)-678-1170

_'What is your excuse now, Parker?' _Mary Jane entertained the idea of simply rejecting the call then and there. Peter was a dear friend but ever since the last year of High School he had begun an irritating trend of being tardy for appointments, and lately the audition. If he had been there she would have at least had a shoulder to cry on. But as always she caved in and accepted the call.

"Hello," she said, trying to keep her poisonous mood from entering her tone. It wasn't worth losing one of her few remaining friends.

_"Hey MJ, I'm sorry I didn't show up at your audition, there was... well I got held up with some work." _Mary Jane's eyes narrowed as she listened to the excuse, she had heard dozens of others like it over the years. She knew that he was hiding something from her, to the point that talking to him made her feel like an idiot. It ticked her off on a very deep and personal level.

"It's not a problem Pete," she managed to say past gritted teeth, "I didn't make it anyway, so no harm done."

_"Dang, but I should have been there anyway. Look can we talk sometime?" _Mary Jane fought the urge to sigh in exasperation, knowing Peter he would be late for that as well.

"I am free for lunch on Thursday," she replied.

_"I will pick you up at around noon," _Peter replied in a genuinely relieved tone, _"Don't worry I'll make it this time!"_

_ 'You better,' _Mary Jane thought. "I will believe it when I see it Pete, just... just don't disappoint me. Please."

Peter was silent for a moment, _"You have my word MJ. Take care of yourself." _When the line ended Mary Jane placed the phone back into her coat pocket and hung the coat on the back of one of the chairs sitting before a fold-out card table. The table was cluttered with dirty plates, magazines, and pieces of paper. Mary Jane's apartment wasn't particularly tidy, her constant search for a gig had left her with little time or motivation to clean the place up. Looking at the top of the clutter she gazed upon a stack of unpaid bills. If she couldn't find a better source of steady income soon, she would be in trouble.

Trying and failing to banish the feelings of hopelessness, Mary Jane departed to the bathroom for another two minute, insufficiently warm shower before bed.

* * *

The symbiote crawled out of the discarded bag, and onto the floor. It was currently feeling a mixture of euphoria and excitement, after being forced to detach from it's last host, the extraterrestrial had given up hope of making it back to Brock, weak as it was. But along came this new prospect, just when all seemed lost. It's emotions were strong, barely contained, and ripe with many flavors. Perhaps it was time to move on, it's experience with Brock had been fulfilling, but sadly two-dimensional split between rage and self-loathing. This new host had much more potential, it had to have her! Silently the symbiote slithered into hiding, and waited.

After finishing her shower, Mary Jane, weary after today's events, dried herself with a towel while walking out of the bathroom. Not bothering to dress into nighttime wear, she collapsed onto her metal frame single bed. Staring up at the ceiling she pondered again over her current situation. She loved acting, she had always wanted to be an actor ever since watching the Sound of Music when she was eight. Nobody had mentioned to her that show business was one of the most competitive occupations in the world. It was hard enough getting the part of a supporting character, let alone the main cast. And that was without putting the established, veteran actors into the equation. There were people with years of credibility and experience, all of them gunning for the roles that she herself was seeking. Mary Jane had talent, looks, and good charisma, but she lacked experience. And bastards like Nelson did nothing but exacerbate the overall feeling that it was all a lost cause.

As depression settled over her, she closed her eyes and withdrew to her own world. Ignorant to the fact that she was not alone.

* * *

(Warning! symbiote bonding scene with strong sexual overtones directly below)

* * *

The symbiote oozed out from under the bed, it's formless mass crept silently up the bed. Attracted by the emotional turmoil of the human occupying it, the symbiote animated chaotically, growing upwards it loomed like a malignant mass over it's newest victim. Black tendrils of distorted matter fell upon her hands, and began to slowly spread over her flesh, encasing the digits in it's essence, her feet were similarly being covered. The symbiote continued to advance up her forearms and calves.

Mary Jane chose that moment to realize something was wrong, the heat spreading across her limbs and the warm prickly feeling of a foreign substance against her naked body caused her to open her eyes and bolt upright on the mattress. To her eyes it was the scene of a fevered dream, the symbiote had surrounded the area around her with gooey web, which held fast her arms and legs. Her eyes widened further in terrified shock when she looked upon her right arm. It was halfway encased by the goo, her once dainty hand had been transformed, it was now larger with longer fingers tipped with shiny black claws. She attempted to scream, but as if predicting her intent, another tendril lashed out and wrapped itself around her mouth, muffling her cries into panicked moans. More tendrils reached out and attached themselves to her body as she struggled desperately to free herself. The symbiote spread rapidly across her thighs, her stomach, her breasts, and her back. Sheathing Mary Jane with it's essence. Mary Jane began to feel a growing sensation where the symbiote covered her body, she realized the thing felt glorious against her naked body, and her struggles ceased as she became increasingly aroused. Her mind was overtaken by a feeling of idiotic joy, and gleeful acceptance for the violation of her body. Every inch of her below the jawline was now covered with the magnificent essence of the symbiote, a crazed thought passed through her mind. She wanted to feel it inside her.

The symbiote extended itself further, penetrating Mary Jane's pulsing womanhood and lining her inner walls, touching her in places she had never felt before, moaning lustfully against her gag she writhed in total ecstasy as the creature slowly progressed deeper, in a strangled cry she released the pressure that had been building deep in her core, causing the symbiote to animate wildly as her feelings transferred into it. She came several more times before the symbiote fully assimilated her reproductive system. But it wasn't enough, she had to have every part of her being touched by this amazing creature.

The symbiote breached into her anal passage while simultaneously sending a tendril down her throat, it invaded her lungs and progressed into her digestive system from both ends. This experience was in both parts extremely painful and pleasurable for Mary Jane, overloading her senses to the point thought was impossible. She was dimly aware of another mind joining with her, both distinct and part of her. The symbiote finally stretched itself over her rolled back eyes, and she knew only bliss.

With it's new host unconscious, the symbiote finished it's work. The symbiote flattened itself against the host's skin, smoothing itself and taking on the appearance and texture of human flesh with the color of polished obsidian. A chalk white pattern appeared between her breasts, a stylized spider with a long thorax with legs that swept parallel to each other over the curve of her mounds, then jointing downward under her arms and around her sides, joining a duplicate image that formed on her back, the creature's personal device that commemorated it's first love. The host's head distorted chaotically, a pair of white featureless patches appeared where the eyes should be, the nose shrunk away and a ghastly rictus of long razor sharp teeth stretched across the face. A long whip-like tongue lolled out of the creature's mouth which had begun to drip with thick saliva, it licked the air rapturously and it's fanged grin became wider as it spoke in a distorted feminine voice, **"Rest easy Watson. Venom is here, and all who have wronged us are going to pay!"**

* * *

A/N: And there we have it! Venom rises again, and now it has boobs. Peter should be afraid, very, very afraid. Next chapter, Mr. Wainwright receives a surprise visit from the ever lovable She-Venom.


	4. The First Blood

**WARNING! This chapter is probably one of the most obscene creations to ever corrupt the face of Fanfiction. It contains incest, insanity, sexual refrences. And a stomach churning rape/torture/molestation/dismemberment/cannibalism scene involving She-Venom and the dirty easy-to-hate bastard from chapter 3. It made me physically and spiritually ill to write this chapter. This chapter is to show She-Venom at her absolute worst, and to firmly sink this story into the Horror/Drama setting. If any of this disagrees with you, I implore you to skip this chapter, it is not relevant in the greater plot, and Mary Jane will not remember any of it in the next chapter. DO YOURSELF A FAVOR! seriously. **

Nelson Wainwright the man who had so royally hacked off a certain redhead, was quite pleased with himself. Unknown to the hideously transformed Mary Jane, the producer's motivations for fronting his niece went beyond familial attachment. Stephanie Wainwright was a twenty year-old woman of average height and slightly pug-like features, she made up for this by having full breasts, which were spilling over the lacy lingerie he was having her wear for this particular meeting. He watched them bounce in response to his repeated thrusts into her pussy.

This was the latest of several incestuous encounters that had happened over the last few months. With his wife being a cold fish in bed, his job being so stressful, and his sadistic feelings towards his older brother coming to the fore; he could not help but take delight in manipulating a family member twenty-three years his junior into taking care of all three issues in one sinful stroke.

It hadn't been difficult, Stephanie wasn't the brightest tool in the shed, and she was an attention whore that was hooked on Ecstasy. She was also willing to do anything to get what she wanted. A shame she only had average skills in the theater.

He released his load into his niece with a short grunt, she had yet to have her climax and he had to restrain himself from laughing at her angry expression when he pulled out of her. He would have much rather fucked that red-head who from a professional standpoint was perfect for the leading lady role that he had given to Stephanie, the up tight bitch had humiliated him, and had the gall to slap him. He would not let that stand. Tomorrow he would use his contacts to paint her as an undesirable, he would make sure that she was unemployable in the entertainment business. It would serve her right.

"Damn it Nels, really?" Stephanie hissed with frustration as she struggled to gather what insignificant scraps of dignity she could. Nelson wished his faggot brother could see her like this, used and stripped of integrity. He would have to settle with sending him pictures.

"You can finish yourself off, I have work I have got to do," And what work it was, in hindsight it probably would have been better to hire on the redhead than ingratiate Stephanie into another fuckfest. With Stephanie being what she was, his production could wind up poopsocking itself into an early grave if the other actors caught on to their arrangement.

Suddenly the lights went off. The entire room was drowned in silence.

**"Such naughty insects," **An inhuman female voice hissed from above. Nelson looked up and saw the skylight had been pried open, there was no sign of the one who had opened it. **"But we expected nothing less from a disgusting pervo like you." **The both of them froze stiff, the voice was now _inside _the room.

Nelson fumbled inside his desk for a concealed snub-nosed revolver, he brandished it with shaky hands. "Where the fuck are you?!"

**"You won't be needing that," **The weapon was torn from his grasp by a black ropy substance, he heard it clatter to the ground at the other end of the room.

"Oh God..." Whimpered Stephanie, who had backed into the wall behind Nelson. The voice laughed in response, the inhuman sound made his blood run cold with terror.

**"You call out to Him as if you weren't just having your brains fucked out by your uncle there. Such deliciously crude behavior."** The voice taunted.

"Y-you don't know who you are dealing with! I have friends in high places, you're dead! _Hear me? _Dead!" As soon as he finished his sentence, he was pinned against the wall, his hands and feet glued to the surface by silky black webbing. Stephanie was similarly incapacitated.

All of his bluster fled him when their tormentor revealed herself. He was suddenly looking into the fanged grin of Venom, who was hanging upside down from the ceiling, inches from his face. He knew little about the freaks that terrorized New York from time-to-time, but everyone had heard of Venom, when you saw a face like that plastered on the front page of the Daily Bugle, you didn't forget it. But he had always been under the impression that Venom was a male.

**"You are in no position to threaten us," **She-Venom hissed in his face, **"We are owed an apology, and we shall have it!"**

"I'm s-sorry! I'm sorry! Please... j-just let me live!" Nelson cried, weeping in terror. Venom dropped to the floor gracefully.

**"Words are useless to us, we aren't going to kill you Mr. Wainwright, but looking back at this moment you will wish we had."**

Venom tore his clothes off, and her terrible grin widened when she saw the confusion in his eyes, which were just noticing her feminine assets. **"In your dreams pervo. You're still fucked, but not in the way your diseased mind was hoping."**

Without another word her clawed hand grasped his manhood and testicles and tore them from his body. Nelson's gut-wrenching scream was cut short when she stuffed the bloody sex organs into his mouth and webbed it shut, she also webbed the void between his thighs, staunching the bleeding. When he stopped his agonized struggles and sagged against his restraints she lifted his head with one hand.

**"There goes your favorite pastime," **her long prehensile tongue stroked the corner's of his web covered mouth where some blood had dribbled out.

The leering she-monster made a clicking sound in her throat, **"There is a lesson to be learned from this pervo. When you allow your balls to replace your brain, you open them up to being kicked. Or in your case, hand fed to you." **she made another depraved giggle.

Still holding his head up, she made him watch as she slowly and sensually stroked her other hand up and down between her thighs, and over her clit, before running up her muscular abdomen and cupping her left breast, squeezing slowly. Listening as Nelson made a tortured moan in response to her sexual taunts she then said, **"Remember this well pervo, that was the last tease you will ever see." **And with that, she brought her hand up his face, two tendrils of symbiote matter shot from her wrists and latched onto his eye sockets, Nelson began shaking again and trying to scream as the two tendrils sprouted dozens of smaller tendrils which then proceeded to push their way past his eyes and into his skull. Blood poured out from his sockets as the tendrils began to slowly pierce the fragile sensory organs, he continued to produce muffled screams, occasionally gagging on his detached member. With a strong jerk, Venom ripped his ruined eyes out. Then she dangled them by the optic nerves over her open mouth like a treat before dropping them in and swallowing. After filling the empty cavities with more webbing she spoke again. **"You are probably wondering what you have done to deserve this fate." **She leaned towards him. **"The truth Mr. Wainwright, is that you hurt us. All we wanted to do was to pursue our dream."**

She then pressed herself flush against his quivering body, the symbiote drank up the man's terror, despair, and pain from the close contact, Venom's skin rippled in delight. Her clawed hands caressed his body, slicing into his flesh in the cruel mockery of the attentions of a lover.

**"But you didn't care, you put your own desires," **she grinded her body hard against his, smearing her pitch black flesh with his blood. **"Your pathetic sense of entitlement," **she clutched his shoulders, piercing deep into them with her thumbs, and twisting. **"Before our happiness."**

She pressed her loins hard against his right leg, **"You played with our feelings like they were a joke, made us feel like we did not matter." **She grinded up and down his thigh, he moaned in agony as she dragged herself over the cuts she had intentionally made there.

**"But by far your worst crime was giving what we desired to that tart over there, even before you had tried to use us," **she said gesturing to the terrified young woman in the corner, **"You had intended to use us, and then throw us away like yesterday's jam, you wanted to see us defeated, dominated," **she growled as she trailed her abnormally long tongue across his collar bone.

She hugged his body close again, and hissed into his ear, **"But now we are in control, you are the one beneath us. We shall use you, we shall take everything from you, and then leave it to rot. But you shall linger Mr. Wainwright, until all of your years are utterly spent. And when that day comes you will still have only so much as we leave you with tonight; the same memories, regrets, and pain you tried to give us!"**

Nelson mumbled hysterically past his webbed mouth, and bloody penis, Venom cackled at his efforts, **"You still haven't swallowed it yet? Typical, we give you the best choice cut of the meat and this is how you repay our hospitality. Here, allow us to help."**

She grabbed him by the nose, and used her other hand to pull his head back, forcing him to swallow. Nelson choked as his man-meat got lodged in his throat, mercilessly Venom repeated the action, forcing it down all the way. **"Good boy. Now that you have had your meal, we can have ours. On you of course."**

Realizing what she was going to do next, Nelson thrashed and tried harder to force a scream past his gag, but Venom was unperturbed. She sunk her teeth into his left bicep, cutting flesh and crushing bone. She bit down harder and twisted and thrashed at the limb, until it was separated from Nelson's body with a wet slurp. Venom webbed the stump shut and threw the savaged arm off to the side, **"No we don't like that part, how about we try the right?"**

Before he could protest Venom attacked the other limb, tearing off a large chunk of flesh and swallowing it whole, **"Now that's more like it! This is your fapping arm, are we right?"** The giggling symbiote freak of nature asked. **"You mind if we take it home?"**

Nelson simply screamed and screamed, Venom sighed, **"Always the selfish jerk, fine!" **she tore his right arm completely out of it's socket, and she immediately webbed the wound shut. She threw the arm away to rest with the other one, **"There you can finish them off later if you like, your niece can dig in now if she wants, how about it girlie?" **She again addressed the traumatized figure on the side. **"Your loss," **Venom shrugged, **"For such a dirty piece of shit, he tastes delicious!"**

She then started on his legs, she tore them off at the knees and ripped bloody chunks out of his thighs, she of course continued to seal up the stumps and wounds with webbing, not wanting her victim to expire too quickly.

**"It's been a wonderful evening Mr. Wainwright. We must admit we had our doubts a few hours ago, but you really know how to show a girl a good time." **She danced a pair of clawed fingers underneath his jaw. **"We are so thankful that we have decided to gift you one last time, no longer will you have to worry about that naughty lying mouth hurting anyone else, please hold still, this is going to sting a bit!"**

Venom plunged her two fingers up through the skin of Nelson's jaw, spearing his tongue and drawing out agonized screams and gurgles as his mouth filled with blood, placing a palm on his forehead for leverage, Venom pulled hard, using her super-strength to tear out his jaw. Nelson let loose a loud inarticulate howl, his mutilated tongue hung limply against his neck. Nelson also chose this moment to expel the contents of his stomach, which devoid of a mouth to be shot from, simply poured out through the gap in his head like an obscene waterfall.

This added to the horrific smell that pervaded the room. Nelson had shit himself while she was relieving him of his right leg, and his bladder had long vented it's contents through what remained of his urinary tract. The floor between them was now slick with a concoction of piss, tears, vomit, and blood with a turd marinating in the center of it. Venom was completely unfazed by the mess and it's odors.

The man had mercifully fainted from a combination of shock and blood loss. She looked off to the side, where Stephanie watched, her eyes red and puffy from her tears. Venom had no real desire to hurt her, and neither did Mary Jane. Something close to pity was felt by the symbiote.

**"What you take from this experience, and what you do after we are gone is of your own choosing. You will not see us again."**

With that Venom recalled the webs restraining the girl, which promptly melded back into Venom's body. When Stephanie looked up again, Venom was gone. She looked back at the broken ruin of her uncle, and a hollow feeling entered her gut. She would never speak of this night again, she would not be able to speak at all for the rest of her life. Stephanie would be permanently committed to an asylum for irreperable emotional and psychological trauma, her dreams forever haunted by the cackling face of She-Venom.

* * *

A/N: Really messed up shit right? The good news is that the next few chapters are of a more light-hearted nature. Peter Parker's POV will come back, and more focus will be put on how Mary Jane deals with her new predicament. I assure you my readers, chapters like this one will not become a habit, from now on the horror will be introduced more proportionately with the plot.


	5. Seeds of Madness

Peter Parker was roused to wakefulness when the morning's first light cast a ray onto his face, irritating his eyes beneath closed lids. Every part of his body was aching, especially his back which was no wrapped with heavy linen bandages encircling his torso. Pain still prickled from where Venom's claws had raked into him. Luckily thanks to his enhanced immune system he would not have to worry about infection setting in, and he healed faster than most, the wound would likely be fully healed by the end of the week.

Sitting up he winced in pain from the other injuries he had accumulated. Thick bruises around his biceps from where Venom had held him while trying to bite his head off. A large trail of red and blue discoloration from underneath his left armpit all the way to his right hip from where Venom had pulled him off the building to the ground, he was fairly certain one or two of his ribs were cracked from that fall. All of this meant he would be taking it easy for the next few days.

Peter thought back to the battle, he had won, saved Brock, and destroyed the symbiote for good. While the scientist in him balked at the thought he had essentially killed a form of sentient life, he could not help but feel glad that he would no longer have to keep looking over his shoulder, or watching out for his loved ones; at least where this villain was concerned.

Getting off the bed, Peter got dressed for work.

* * *

(The Daily Bugle)

Peter loved photography, almost as much as he loved Mary Jane. There was something magical about capturing a moment, any moment in time for posterity and future enjoyment. Everything from holiday gatherings, loved ones, scenic vistas of a foreign land, wildlife, and even simple objects could be preserved and revisited. But those were not the kind of photographs Peter took, no his job was to take pictures of Spider-Man, in a sense he was being paid for pictures of himself. One would think that this kind of job would give Peter a massive ego boost, but his boss was always there to keep it nice and deflated.

J. Jonah. Jameson flipped through the photographs with his characteristic contempt, which was magnified when the subject of Spider-Man was brought up. Peter Parker had positioned a series of cameras around the Oscorp construction site during his fight with Venom, and he had been pleased to see that a number of them were excellent shots, showing Spider-Man for who he really is, a hero standing up for the people of New York. But the walking embolism and editor in chief of the Daily Bugle did not share that viewpoint.

"Ah, ha! That is more like it!" Jameson exclaimed in uncharacteristic delight, Peter leaned in to peer at the photograph his boss was excited about, and nearly groaned in exasperation. It was the image of Venom pinning Peter down on top of the excavator, intending to devour his head. Seriously that part of the fight had really freaked him out! It was definitely not a good look for him.

"Mr. Jameson that's-" Peter began, but the mean-spirited cigar chomping editor cut him off.

"Brilliant! Good job Parker, I can see the headlines- 'Venom sabotages Oscorp, Spider-Man defeated!'-" he said, a self-satisfied grin stretching across his face. "Norman's going to have that wall-crawler nailed to the wall, and the power of the press will stand with him!"

Peter could not help rolling his eyes, if everyone knew Norman Osborne the way he did, Jameson would not be so quick to take his side. In the end, Peter was grateful that Jameson would not be directly implicating Spider-Man, even he knew that would not go over well with the adoring public.

"But Mr. Jameson, Spider-Man destroyed Venom, I saw him pull a guy out of some black goop and then he blew it up," Parker defended his web slinging alter-ego. Spider-Man wasn't the only hero Jameson targeted, he had a thing against the whole 'masked crusader' concept, which was why the only heroes he seemed to stand behind were the likes of the Fantastic Four and Iron Man who had public identities and were not active vigilantes. Peter protected his identity out of necessity, for one part he enjoyed having a simple life out of the spotlight to keep him grounded, and then there was the fact that he had enemies who would not shy away from targeting the people he cared about. Peter had nothing to hide, but everything to protect by wearing a mask.

"Destroyed? Apparently you are spending too much time chasing freaks in spandex to watch the news. There was an attack on the Paxton Theater last night, Venom's calling card, the black web was discovered at the scene of the crime! Now Parker if you will excuse me, I have a deadline to meet. My secretary will give you your paycheck."

Peter nodded and turned to leave the office, his mind turning over. Could Venom really still be alive? He knew Eddie Brock was still in the hospital so there was no chance of him being involved. Peter had seen the symbiote incinerated by the oxygen/fuel explosion, there was no way in hell it could have survived. And then there was the venue of the attack: Paxton Theater. Mary Jane had been auditioning there last night, was this some form of taunt then? Could the love of his life even now be in danger? Peter Parker picked up his six-hundred dollar paycheck from the secretary, but money was far from his mind at this point. He needed to investigate this attack, he needed to make sure Mary Jane was okay. He truly hoped that Venom actually was dead, and this would all turn out to be something else entirely.

* * *

She lay solitary in the darkness, her mind felt detached from her body. Her eyes were closed, weighted down by exhaustion. Her mind tried to open her eyes, but her body resisted, wanting to remain asleep. A small battle ensued, but in the end mind triumphed over matter; her eyelids slowly peeled open, to see nothing but black oblivion and stars gleaming over her.

Sitting up slowly, Mary Jane realized that while everything was dark, she could perfectly see her own body, she noticed with a jolt of embarrassment that she was completely naked. _Damn it, I hate these dreams! _She looked around, expecting to see her friends, or God forbid, Peter laughing at her indecent state. But instead she only saw more darkness, and stars. The whole situation made her feel helpless, vulnerable, alone.

**"Never alone, Mary Jane Watson," **a distorted female voice stated, a voice that seemed to come from every direction at once. Mary Jane fearfully looked around her, but she could see nothing. She got to her feet, covering her private areas with her hands and arms.

"Who are you? Why have you brought me here?" Mary Jane demanded, surprising ehrself by the fact that she did not stutter, despite her nakedness and the apparent threat that lurked in the shadows around her. She strained her eyes to pierce the dark veil, but she could not see past the stars.

**"I have no name, but for the sake of your need to label me, you can call me The Other."**

Again the voice came from all directions, even from below. Whoever this Other was, it was dangerous, it could strike from any direction and she would not see it until it was too late.

**"I do not wish you any harm," **the Other stated, **"This is the bridge, where your mind overlaps with mine." **Mary Jane was confused. What bridge? What the hell was going on here?

"This isn't happening... this isn't real..." Mary Jane said to herself.

Suddenly, she felt two clawed hands grasp her shoulders from behind, she jumped only to be pulled flush against a tantalizingly warm body, she turned her head around to get a look at who was holding her, she gasped when she saw it's face in the corner of her eye. It was a demon from nightmare, it was the face of a monster she knew all too well, "Venom!"

**"No Mary Jane, I am the Other, and while this is happening in your head, this is no dream, and far from a nightmare." **The Other turned her around so she was facing it, and she was shocked at what she saw, while it looked like Venom, it's body was that of a woman, and like her it was naked, it's naughty bits clearly visible at this distance. Without warning the Other pulled her into it's body, pulling her arm away from where it was covering her breasts as it did so.

It hugged her close, their similarly sized mammaries squished against each other, Mary Jane struggled initially, but the warmth the Other exuded was chasing the coldness away, so her body treacherously sunk deeper into the Other's embrace. But at the same time, Mary Jane was horrifically aware that an important part of herself was in imminent danger.

"What the hell are you doing?!" Mary Jane screamed. The Other's tongue lolled out from behind it's vicious array of teeth, it caressed her face, and she felt it's hands running up and down her back with a gentleness that shouldn't be associated with such a monstrous, yet beautiful creature._ Wait! Hold on a second! Did I just call it beautiful? _

**"Keeping you warm, My Love," **it trilled, **"Unlike the rest of my kin, I take my host's needs into consideration. The first one broke my heart, and recently tried to destroy me, I survived but my memories of him are broken. The second host was too selfish and could only show me anger and pain, but at the very least he never abandoned me."**

The Other's left hand moved to cup Mary Jane's rear, pulling her even closer. Mary Jane, her mind hazy from the heat, and the pleasurable sensation of feeling the Other's skin on hers, could feel her arms moving on their own accord to encircle the creature's neck, and her legs wrapping around it's waist. Betrayed once more by her own body, Mary Jane struggled to retain her sense of self.

** "You would not be doing this if you didn't want it to some degree. Deep down you hate being alone, you are tired of the disappointment, the feeling that you will never be good enough. In your heart, you know that I will always be with you, I will not disappoint you, and that to me you are worthwhile. That together we can do anything we please." **

An oppressive euphoric haze fell over her, like she had drunk too much wine. The Other was so inviting, despite it's fearsome appearance, it was as if all her life's problems could be answered here and now. It made her feel invincible.

**"That's right... ignore everything else, for nothing matters now but us. Separated we are weak; but together, we are so much more. Trust in us Watson, for you need nothing else."**

Mary Jane could not fight it anymore, her fatigued mind gradually accepted the Other inside, allowing it's essence to seep into her very being and caress her soul with it's own. They were one now, two minds, with one voice, Mary Jane and the Other were gone, in their place stood something greater, something terrible. Venom was here.

* * *

Mary Jane awoke with a short gasp, she was cold again, and lying down naked on her dirty kitchen floor, covered in sweat and grime. But she was still overcome from the emotions the ominously vivid dream had left her. She was afraid, confused, and very, very aroused from what the dampness between her thighs was telling her. She sat up, leaning against the fridge. She tried to remember.

The events of last night slowly came to her. She had went to her audition, invited to the producer's office under false pretenses, she slapped him. She strained to remember the rest. She had returned home... she had gotten a call, a call from Peter. She had prepared for bed, had not gotten dressed after the shower. She had been attacked.

She vaguely remembered a black mass, covering her, entering her. She could not remember anything more. She tucked her legs into her trembling arms, she didn't know if that part was real or just another part of the dream.

A cool draft from an open window ghosted over her body, reminding her that she was currently unclothed. Gingerly Mary Jane stood up and walked over to the window, being careful to keep her body hidden behind the curtain lest she give anyone passing by on the street a free show. She closed the window and drew the curtains over it.

Looking herself over she was displeased to see a large amount of dirty marks from where her skin was touching the floor. Curling her lip in distaste, Mary Jane quickly amended to take a shower before anything else.

She walked into the bathroom and turned the shower on, she waited a few moments for the water to heat up. As soon as a faint cloud of steam began filling the shower stall, Mary Jane stepped in.

Mary Jane loved hot showers, she liked the feel of warm water washing the dirt out of her skin, and had lamented that the shower in her apartment did not get to the high temperatures she personally liked. But now something was different.

The moderately hot water was not soothing to her skin, on the contrary she felt like it was peeling off under the heat! It felt like she was burning, and she thought she could hear pained inhuman screams inside her own head. Mary Jane quickly turned the water over to cold, but rather than make her feel frigid and numb, the chilly water made her feel alive. Thoughtlessly she turned the shower knob all the way to the right, allowing it to blast her with freezing water. It felt glorious.

* * *

After the cold shower, which against the laws of sane humanity she had rather enjoyed; Mary Jane got dressed and left for work. She now wore black jeans, and a black tucked in polo along with a matching pair of black sneakers. And last but not least she wore a white name tag over her left breast, and her hair had been pulled back into a ponytail corded off by a green hairband that nearly matched her eyes.

She worked at the Laurel Diner, a casual establishment that enjoyed a moderate amount of success in downtown Manhattan. It was not the perfect job, and it barely paid the bills, but her co-workers were pleasant and friendly, and her boss was generally respectful towards her.

Walking into the Laurel she immediately went behind the front desk where the box shaped machine that punched her time card was located. Now that she was clocked in, she set about her duties with a purpose that seemed completely at odds with the almost lethargic state she had been in this morning. It felt as if her body was filled with energy, she could hear sounds more clearly, colors were more profound, details that once eluded her now stood clear as day before her eyes.

It was an invigorating feeling that she had never felt before, it was amazing and a little ominous at the same time. It did not feel right, it was like something about this 'feel good' was not entirely owned by her, she could dimly feel the presence of something otherworldly that she could not see or touch. Like a ghost.

"Heya, MJ!" A familiar voice called out to her. Smiling Mary Jane turned to meet the eyes of one of her co-workers and a close friend. She was short, standing at just 5'5, she wore clothing similar to Mary Jane's, her face was round and graced with asian features, long raven black hair, narrow almond shaped brown eyes, a small pert nose.

"Naomi, what's got you all excited?" Mary Jane asked her friend. Naomi Goto was the first to reach out to Mary Jane as a friend when she took this job five months ago. Mary Jane had been more depressed back then; she had not yet gotten used to the bitter reality of her dreams being grounded for the long term. Naomi had been there to help her when Peter- unreliable as he was, could not.

"Sorry, I'm just glad to see you are okay. With everything that happened last night at the Paxton, I thought you were..." she trailed off.

Mary Jane's eyes widened, "Wait you heard about that?" she asked. She had not imagined that the news of her striking Wainwright in his office could have spread so quickly. She quickly became very concerned, that bastard could have her blacklisted from performing in this city, perhaps this entire state, she had not thought about that.

"Everyone has, something like that does not go unnoticed in this city, I feel sorry for the guy and his niece," Naomi replied.

Mary Jane raised an eyebrow at her, "I didn't smack Nelson that hard, and the bastard had it coming. He tried to con me into sleeping with him in exchange for writing me in on the cast."

Naomi adopted a look of surprise, then anger, "Wow, what a piece of shit. But still what happened to the guy was kinda over the top, karma must have really had it in for him."

"Wait, what are you talking about?" Mary Jane asked her, completely out of the loop.

"It's all over the morning edition, look here," she picked up a folded newspaper from the desk, on the front page was a picture of the Paxton Theater.

RENOWNED THEATER PRODUCER TORTURED AND DISMEMBERED WHILE NIECE LOOKS ON

A feeling of ominous dread suddenly came over Mary Jane, she felt like she should already know this, but somehow she did not. Slowly she began reading the article.

_The silence of yesterday night was shattered when an agonized scream from the Paxton Theater was heard at 11:25 PM. 27 year-old Kevin Cromwell was pursing his nightly janitorial duties on the stage when he heard a scream coming from the producer's office. Upon investigating the disturbance, Mr. Cromwell came upon a scene straight from a horror film._

_ Theater Producer Nelson Wainwright, age 46, was found restrained to the wall by a then unidentified black matter. He had been abused, castrated, his eyes and lower jaw removed, his arms and legs below the knees had been severed, presumably by being gnawed off, and large chunks of flesh had been bitten out of his thighs and severed limbs. 18 year-old Stephanie Wainwright was found half naked in a state of unresponsive shock, while she bore no signs of harm, it has been confirmed this morning that she had been having sexual intercourse with her uncle not long before they were attacked._

_ Police, paramedics, and a forensics team quickly arrived on the scene of the crime after Mr. Cromwell reported the incident to the authorities. While a motive has yet to be established, from the evidence recovered at the scene it has been confirmed that the mutant super-villain known as 'Venom' was responsible for the attack. Several samples of his infamous 'black web' have been collected and identified. It can be assumed that after the disturbance at the OsCorp construction site earlier that evening (see page 1), Venom had laid low for a few hours before resurfacing to attack Mr. Wainwright for unestablished reasons. But everything indicates a deep level of hatred and sadism for Mr. Wainwright, who is now being held under heavy guard in the Level 1 Intensive Care Unit at the Metropolitan Hospital Center in Manhattan._

_ As for Stephanie Wainwright, she is still unresponsive and is to be transported to an undisclosed psychiatric facility for severe psychological trauma._

The rest of the article went into details about Mr. Wainwright, Stephanie, controversy over the incestuous relationship between the two. Abridged background information concerning Venom, and statements from the police and the man who had discovered the crime scene.

Putting the newspaper back down on the desk, Mary Jane was appalled to discover that not only was she unmoved by Nelson's horrific fate, but that she felt a growing sense of satisfaction. Mary Jane was not someone that hated easily, she had to be to put up with Peter and his tardiness, but she absolutely loathed Nelson for trying to use her like he did. There had been a moment in that office where she had actually considered his offer, it was a moment of weakness she could never forgive herself for, and it had made her hate the man even more.

What Venom had done to Nelson, was everything Mary Jane wanted to do to him herself, but the trappings of her morality and respect for life which her parents had taught her quashed those desires. She realized guiltily that Wainwright was no longer a threat to her, that he would never bother her again. It was as if Venom had done this specifically for her, and while the act itself reviled her, she couldn't help the warped feelings of gratitude she felt for the villain that had done it.

_ 'what is wrong with me?' _she thought to herself.

"Pretty gnarly stuff, huh?" Naomi said, breaking her train of thought.

"Wh- uh... yeah, this is terrible." Mary Jane replied, stumbling over her words.

"Well it couldn't have happened to a nicer guy, I mean what kind of sicko screws their niece, I mean honestly. Does this guy have any shame?"

"He doesn't have anything now," Mary Jane replied, "Now can we drop this? I don't want to talk about this anymore."

"Whatever you say MJ, just remember if you want to talk, me and Trudy are always there for you. Speaking of which, I just got a call from her, she wants us to come with her to pick out the bridesmaid dresses tomorrow," she said with a growing look of excitement on her face. Trudy Mainwaring also worked at the Laurel, but today and tomorrow was her day off. She was currently engaged to a man named Harold Porter, who according to Trudy was 'a really great guy' which in her terms, meant absolutely fantastic. Mary Jane, Naomi, and three others had been chosen to be her bridesmaids, something she had been eagerly waiting for, for months now. And Mary Jane had to admit, she found picking out dresses pretty damn exciting as well. But then she remembered; she was having lunch with Peter tomorrow.

"Um, okay, when is she coming to collect us?"

"Three o'clock, sharp," Naomi replied.

Mary Jane nodded, Peter was picking her up at noon, she should have time to make both appointments. The last thing she wanted to do was blow off either of her friends. Although given the choice, she would probably have chosen Trudy over Peter.

"Hey you two! Stop standing around, we have orders waiting on the table!" The head chef ordered, pointing to a series of large trays laden with food. Her tentacle rape dream, Nelson Wainwright, Peter Parker, and her confusion between the three faded from her mind, right now she had a job to do, there would be time to worry about these things later.

Mary Jane had no idea however, that the time for worrying had passed, for the true nightmare was already here.

* * *

A/N: I am back! Sorry for the lateness of the update, I was busy with other stuff. She-Venom will be making her appearance felt again next chapter, so be prepared for more blood and guts because that girl likes to play rough!


	6. Decay of Innocence

Hacking the NYPD database was nothing new to Peter, he has done it dozens of times in the past, using a combination of a nigh untraceable IP Address, and a special program he had downloaded into their system a year ago. It allowed him to bypass their firewalls and most of their security subroutines so he could pull anything he wanted onto his computer.

The computer itself was a custom job that had been made by a friend (thank you Tony Stark!) and it's value was far out of anything he would ever make from his job as a freelance photographer. But Peter had always suspected the computer had been designed so Tony would have another way of keeping tabs on him, but despite all of his attempts to diagnose the machine he had yet to find anything that could be sending things back to Stark Tower.

He pulled up the forensics reports from the Paxton Theater case, he also looked up the medical reports that had been forwarded from the hospital that the victim, Nelson Wainwright, had been sent to. When he saw the pictures, Peter had to hold back his lunch. As Spider-Man, Peter was no stranger to blood and gore, it came with the profession. Sometimes he would arrive too late to stop a mob execution, or some poor victim had already been 'made an example of'' and he was left to report the mess to the police.

But what happened to Nelson Wainwright defied all reason, he had been tortured, mutilated, and partially eaten, but somehow he was still alive. Looking at the X-ray photographs, the pattern of the bite marks on some of the bones, Peter was now certain beyond a shadow of a doubt, that this was the work of Venom. The symbiote had moved on, and taken another human victim as it's host. The only question was who.

He finished checking over the reports, committing the important details to memory. Peter then erased all traces of his presence in the system. He would probably need to do this again in the future, it would not pay to alert the police to his digital peep-hole.

His task finished, Peter took out his cell-phone and speed-dialed Mary Jane's phone number, he had to know she was okay, she needed to be warned. He waited impatiently as the phone toned, awaiting for someone to pick up the other end. For a moment he thought there would be no answer, and then finally he heard her.

_"Hello Pete," _her voice said. Relieved, Peter was quick to respond.

"Hey MJ, I heard about that incident at the Paxton, I just wanted to know if you are all right."

_"I'm fine Peter, it was a shock to me too. I saw Mr. Wainwright just hours before... before Venom got to him." _she replied in an uneasy tone, _"You don't think that monster is after me again, do you?" _She asked him.

"It's a possibility MJ, I'm sorry. Just watch yourself okay?"

_"Alright Peter. And besides, even if Venom finds me, I'm sure Spider-Man will not be that far behind, I swear I think that guy is stalking me sometimes... not that I am complaining mind you."_

Peter chuckled, now that he thought about it, he sometimes did stalk her, but not in the creepy fanboy way. Peter was jealous of his alter-ego, at times it seemed Mary Jane liked Spider-Man more than she liked him. Spider-Man always had all the luck.

_"Are we still on for tomorrow?" _She asked.

"You bet," Peter assured her, "I have nothing else to do tomorrow, so I will be there, come hell or high water."

_"Nobody uses that phrase anymore Pete," _Mary Jane responded, but he could tell she was smiling on her side of the phone.

"I do, and I mean every word," Peter said. He would like nothing better than to be with her right now, in person. So he could tell her properly what a rare and wonderful thing she is, how he could forever stare in her eyes and know only bliss, that he was Spider-Man and that he loved her with all his heart, and that if asked to he would gladly choose her over the mask.

But then again, Spider-Man's responsibilities had always taken him away from MJ before, and that if he did give up, his Uncle, Ben Parker's death would have been meaningless. _'With great power, comes great responsibility.' _It was a credo he had taken to ever since that terrible night, when he saw the light leave his uncle's eyes forever. He had aspired to live a life of selfless service to the people around him, to give hope to this city when all seems hopeless. But where did that leave the woman he loved most?

_"Don't make a girl a promise if you can't keep it Pete, you wouldn't want to... disappoint me right?" _The tone was low and sultry, Peter looked at the phone with disbelieving eyes. Did Mary Jane just flirt with him? Nobody ever flirted with Peter Parker, they threw spitballs at him, or asked him for answers to a science test. Spider-Man was New York's most eligible bachelor, he was the one whose likeness was hung in the bedrooms of hundreds of thousands of fangirls, he was in the top-ten of the world's sexiest super-heroes despite never showing his face! Why would MJ flirt with him, when she had a wall-crawling guardian angel to fantasize about?

_"Pete?" _

Back in reality again Peter answered, "Sorry MJ, I was distracted. And don't worry, I'm keeping this one if it's the last thing I do."

_"Good, I'll see you tomorrow then, goodbye."_

The line clicked off before Peter could return the customary farewell, setting his phone back down on his desk, Peter stared at it for a long time before going back to his research.

* * *

Returning home from work, Mary Jane pondered over Peter's recent call. What had possessed her to speak to him in such a provocative way? She felt so confused.

Her skin had also begun to feel strange, as if something was squirming underneath the surface. She could swear she was also hearing voices inside her head, unintelligible mutterings that made her spine crawl.

She sat down on her couch, clutching herself as she shivered, not by cold or fear, but anticipation. There was a freakish sense of yearning pooling at the back of her mind, something that urged her to toss all of her inhibitions aside and embrace the wild and untamed parts of her psyche.

It was amazing, she felt like she could run for miles and miles and never stop, her body was like a livewire of boundless energy screaming for release. All of the sugar and caffeine in the world could not bestow a rush like this! She found herself shaking harder now, practically vibrating in her seat.

_**"We can do anything."**_

She did not care that the voice in her head was not her own. All she cared about now was a life free from boredom and restriction, a life where society's laws shifted to suit her, not the other way around. There would be no regret or shame, only joy.

Mary Jane could not stop a giggle from passing her throat, this sensation was sublime, and even though Mary Jane was a virgin, she could say without a doubt this was a thousand times better than sex. It produced urges so base, that if she wasn't completely off her rocker, she would be throwing up.

_**"Kill, maim, rend, tear, crush, rip, devour!" **_

The skin on her hands and fingers was starting to darken, the bones within seemed to be melting. But Mary Jane did not care, this was glorious.

Her fingernails and toenails were elongating, it was painful and pleasurable at the same time, her face burned as her feral leer began to widen itself, her cheeks split apart bloodlessly making her smile from ear to ear, her teeth mutated and erupted into longer alien forms, and she still could not stop laughing.

She leaped from the couch and onto the ceiling, adhering to it's surface and cackling as change continued to overtake her body. Her muscles swelled, splitting the seams of her tight jeans and straining her shirt as her shoulders became larger. Her clawed fingers tore away at the offending clothes, her bosom bounced free as her D-cup bra was torn from her chest, her swollen womanhood revealed as her ruined jeans and panties fell from ceiling to floor.

Now her entire skin was darkening black, her face was transformed from that of a beautiful woman to a snarling demonic visage half-way through transformation. Her crimson hair shrunk away back into her scalp, and her nose melted back into her face as ebonized skin grew forth over her eyes. A massive prehensile tongue erupted from her throat, it lolled out over her chest and wrapped tightly around her left breast.

The change completed, the image of a white spider with a long thorax appeared on her chest and back.

Mary Jane marveled over her new, grotesque form. Part disgusted, part exhilarated. She was still adhered to the ceiling, she slinked down to the floor again on all fours, her tongue tasted the air.

**"Time for a night on the town." **She hissed, and her laughter continued, out the window, and into the setting sun.

* * *

Mary Jane had never known such excitement before. She was swinging from building to building on webs of black matter. The stuff came from orifices on the white patches that marked the back of her hands. Unlike Spider-Man who shot webs from under his wrists. Was this what he felt every day when he went to do hero work? If so then she could see why he donned the tights, this was fucking amazing.

It did not matter if she was currently naked, or that her face could make grown men wet themselves and cry like babies; she was an alpha female, she could do anything she wanted.

_'We can do anything we want,' _she mentally corrected herself. She shot a web onto the roof ledge of a ten story building and swung around it, she then shot another line out towards the same building and released the other, she swung into the wall and stuck to it.

_'Oh if only our friends can see us now,' _Venom thought blissfully. There was no way something that felt this good could be wrong. It was everything she needed, the power, the unstoppable confidence, she felt like she could take on anything and emerge victorious.

"Somebody help!" A shrill female voice came from the valley below her. Venom looked down and beheld the scene of a tragedy in the making, six men advanced upon a woman and a little boy who clung to the leg of his mother in obvious fright. She could practically smell the intentions of the would-be muggers/rapists and her ire intensified.

**"Well, as Petey always said. All theories must be tested,"** Venom said to herself.

* * *

Sonya Adams had been walking with her son Bruce back to their apartment after watching Over The Hedge at the movie theater. They were accosted by thugs who corralled them into this dead end alley, easy pickings for whatever foul intentions that rested in their hearts. She feared for her life, and that of her child. And though it disgusted her to the core, she would pay any price to see that he is not harmed. Tears trailed down her cheeks as she was backed against the wall.

"Nowhere to run, bitch," the lead thug said, as he brandished a switchblade at them. Two men took her by the arms and pinned her against the wall, "Somebody help!" she shouted.

A calloused palm struck her across the face, "Not anotha' word outta your mouth, you'll be using it for other things tonight." The man on her right said nastily.

"Mommy!" Bruce cried out, "Stop hurting her!"

One of the men pushed him away, "Beat it squirt, your mommy and us are going to have some fun."

Before Bruce could get up again, something dark shot down from above and hit him in the face, covering his eyes completely.

An instant later, the thug with the switchblade was yanked upwards by two strands of black web that came from above, there was a sudden loud scream, covered by peals of inhuman laughter. Moments later, a disemboweled, headless body fell back into the alley.

**"Not so fast boys, we want to play too!" **

A figure cloaked in shadow landed behind the thug to the left on Sonya, grabbing him from behind, he did not have time to scream before clawed fingers raked across his throat, tearing out his trachea. Sonya screamed as the carotid spray of blood hit her in the chest.

"What the fu-" The other thug holding her began to say before another swipe of claws, his intestines were spilling out onto the pavement.

The creature then leaped at another thug, pinning him to the ground. He screamed in horror as the creatures hand came down on his face, the creature's index and middle finger gouged into the man's right eye socket, while the ring and pinkie fingers hooked into the left, and the thumb dug into the roof of his mouth, a strong yank and the man's head was torn off.

Turning to the two men who had the presence of mind to run away, the creature extended both arms and two lines of web shot out and drug the men kicking and screaming bloody murder back into the alley. She webbed one of them down to the ground and took the other struggling criminal and slammed him into the wall. She rammed her hand into gut, penetrating his stomach wall and shoving organs aside until she grasped his spinal collumn, he stared dumbly at her like a deer caught in a pair of headlights as her other hand ghosted over his cheek and onto the top of his head and pushed down harshly as the hand clutching his spine pulled with all the super-strength available to her. The man gave one last choked scream before his head was pushed down between his shoulders and past his collarbone, into his chest, and out through the hole in his gut. The man's expression of shock still remained.

Throwing aside the head and spinal column, she approached the last criminal.

"P-please! Don't kill me, I won't do it again!" He pleaded.

The monster's wicked rictus of a smile widened, **"Sorry little boy, but that bit of ass kicking worked up an appetite, and we are in the mood for a little snack."**

Venom's clawed fingers pushed into the flesh of the man's torso and between his ribs. The man screamed in agony as Venom used this purchase to tear open his ribcage and chest cavity like a takeout box in a shower of blood, before sticking her head in and devouring his still beating heart. His struggles ceased and his eyes turned glassy.

The second thug was still alive, moaning weakly and trying vainly to stuff his intestines back into his body. Venom noted this and sauntered over, her prehensile tongue ghosting across her fanged mouth collecting stray drops of blood and flesh.

**"Having fun yet?"** she asked as she bent down in front of him, **"My oh my, you sure are tuckered out. Here let us help take your mind off things."**

Venom's mouth opened impossibly wide, and descended over the man's head, she bit down with such force, that the man's head was cloven in two in an explosion of blood and gray matter.

**"That... tasted... gooooooood!" **Venom hissed in rapturous delight.

Sonya backed away, coming out of her shock, she grabbed Bruce and made a dash for the alley exit, the deranged super-villain did not follow.

* * *

A/N: Sorry about my lateness again, and the shorter chapter. If any of you are confused about Mary Jane's 'unique' transformation let me explain: Since the Venom symbiote tagged her while she was naked, along with the fact that the thing coated her visceral organs as well as her outer body, as well as bonding with her at the cellular level, Mary Jane's cells are swarming with symbiote micro-matter, hence the American Werewolf in London style transformation. I hope this sits well with you my readers. ; )


End file.
